Statement of Organization and By-Laws

The Columbia Chamber of Commerce is a not-for-profit corporation for the enhancement of the business climate and prosperity of Columbia Station and neighboring areas.  The name "Columbia Chamber of Commerce" is the sole property of the Chamber, and may not be used without permission of the Chamber. The Columbia Chamber of Commerce is also known as DBA "Columbia Area Chamber of Commerce."

Article I:  Membership

A.  Qualifications.   The business and affairs of the Columbia Chamber of Commerce, except as they may be delegated to or vested in the Executive Committee hereby provided, shall be controlled by its membership.

Membership shall be actively engaged in conducting business and providing services within the Columbia Township and its neighboring community, and to those members of the community interested in supporting the Chamber.

No member, Officers or Directors may receive compensation for their services as members.  However, a member may be reimbursed by the Chamber for expenses on behalf of the Chamber, upon approval of the Executive Committee.

B.  Terms of Membership.   Membership is based on the payment of annual dues.  Membership rates are set by the Executive Committee, and may be increased or decreased by a two-thirds vote.  Each business or service, through its representative, is entitled to one vote.  Meetings may be open to additional representatives, but with non-voting status.  Meetings may be open to non-members, but without vote.  New Members will be required to pay annual dues at the time of application. New members applying after June 1 of each year will be prorated for ½ of the annual dues.

Dues are payable annually on January 1st.  Members shall be considered in arrears of dues not paid by June 1 of each year, and membership shall be terminated.  Members will be reinstated upon payment of the annual dues.  Only the Executive Committee may allow reinstatement without payment of any dues in arrears, by a two-thirds vote.  The Executive Committee may exercise the privilege of denying membership for cause, by a majority vote.  Additionally, membership may be terminated by a two-thirds vote of the Executive Committee for conduct unbecoming a Member, or otherwise prejudicial to the goals or reputation of the Chamber.  Such expulsion may occur only after said Member is duly notified, and an opportunity for a hearing is provided.

Upon resignation or termination, all investment shall be forfeited.

C.  Honorary Membership.   Distinction in Public Service and Service to the Chamber shall confer eligibility to Honorary Membership.  Honorary Membership shall include all of the privileges of active Membership, with exemption of the payment of annual dues.  Election of an Honorary Member shall require a two-thirds vote of the Members present at any regular meeting.

D.  Power of Members.   The members shall, in addition to the general powers conferred upon them by the By-Laws, have the power to:

1. Annually elect a President, Vice President, Recording Secretary, Treasurer, and any vacancies in the Board of Directors, at the last meeting of the year.
2. Receive and hold the property of the Chamber for the benefit of operations of the Chamber.
3. Dispose of / use the property of the Chamber in such manner, as the members deem conducive to the purposes of the Chamber.
4. Approve an annual budget for the Chamber at the last meeting of each year.
5. Make and amend all By-Laws necessary and proper to carry into effect the powers of the members in the advancement of the interests of the Chamber, provided that no By-Laws conflict with the Constitution or laws of the United States or the State of Ohio.
6. No voting by proxy shall be permitted.

Article II:  Meetings

A.  Membership Meetings.   There shall be at least four (4) membership meetings during the year.  Members shall receive a calendar of regularly scheduled meetings and/or notice of time and place of special meetings, which shall be mailed to each member at least ten (10) days before such meetings.

B.  Special Meetings.   Special meetings of the Chamber may be held on the call of the President, or in the event of his/her absence the Vice President.

C.  Emergency Meetings.   A meeting called under such circumstances that the special meeting criteria cannot be met shall be deemed an emergency meeting, and shall be called by a majority vote of the Executive Committee of the Chamber.

D.  Quorum.   Three members in good standing, and at least one elected officer or Director of the Chamber shall constitute a quorum of the Chamber.

E.  Order of Business.

1.   At meetings of the Chamber, the order of business, insofar as the character and nature of the meeting may permit, shall be as follows:

Call to Order
Attendance (Called by Name/Business to establish Quorum)
Reading of the Minutes of the Last Meeting
Report of the President
Report of the Treasurer
Report of the Secretary
Report of Committees
Election of Officers and Board  (At November Meeting)
Adoption of the next year's Annual Budget (At November Meeting)
Old Business
New Business
Program
General Discussion
Next Meeting Date
Adjournment

2.   At meetings of the Executive Committee the order of business, unless otherwise directed by a majority vote of those present, shall be as follows:

Call to Order
Presentation and Approval of the Minutes of the Last Meeting
Report of the Treasurer
Report of the Corresponding Secretary
Report of Committees
Old Business
New Business
Adjournment

3.   Unless otherwise specifically included in these By-Laws, the conduct of all meetings of the Chamber shall conform so far as possible to Robert's Rules of Parliamentary Procedure.

Article III:  Officers of the Chamber and Board of Directors

A.  Officers.   The officers of the Chamber shall consist of a President, Vice President, Recording Secretary, Treasurer and Corresponding Secretary, and such additional officers as may be appointed by the Chamber.

1. President.   The President shall preside at all meetings of the Chamber and the Executive Committee at which he or she is present.  The President shall, when directed by the membership, sign with the proper officers of the Chamber all contracts, securities, and other obligations of the Chamber in the name of the Chamber, and he/she shall have a general oversight of the affairs and finances of the Chamber.
2. Vice President.   In the case of the absence or disability of the President, the duties of the office shall be performed by the Vice President.
3. Secretary.   The Secretary shall keep the minutes at all meetings of the Chamber and of the Executive Committee.  He/she shall attend to the giving and serving of all notices for the Chamber, and shall be responsible for mailing notices concerning regular and special meetings.  He/she shall attest to the signatures of the proper officers of the Chamber to all contracts, securities and obligations of the Chamber in the name of the Chamber and shall affix the seal of the Chamber thereto. The Secretary shall be responsible for responding to all correspondences to the Chamber, including but not limited to, requests for brochures and general information about the Chamber and its activities.
4. Treasurer.   The Treasurer shall collect and receive all moneys due or belonging to the Chamber, and shall deposit it in a bank designated by the Executive Committee in the name of the Chamber.  The Treasurer's books shall at all times be open to inspection by the Executive Committee, and the Treasurer shall report the condition of the Chamber's finances at every meeting and every item of receipt of payment not before reported.  At the annual meeting, the Treasurer shall render an account of all moneys received and expended during the previous fiscal year.

B.  Board of Directors.   Assisting in the governance of the Chamber and the direction of its work shall be a Board of Directors, consisting of a minimum of six (6) and a maximum of eight (8) Members elected annually along with the officers.  Each Director shall have one vote, and powers equal to the other elected Officers to adopt rules for conducting business of the Chamber.  Directors will be elected with terms staggered such that three (3) will hold a term of one (1) year, three (3) will hold a term of two (2) years, and two (2) will hold a term of three (3) years.

C.    Vacancies.   Any vacancies occurring on the Executive Committee or among the officers or Directors during the year shall be filled for the remaining term of office by a majority vote of all of the then members of the Executive Committee at its first regular Executive Committee meeting following the creation of such vacancy, or at a special meeting of the Executive Committee called for that purpose.

Article IV:  Standing Committees

•  Committees.   The President shall appoint and/or discharge all Committees as necessary, subject to confirmation by the Executive Committee. The Executive Committee shall include the five officers and the six-to-eight member Board of Directors.  The Past President may be an ex-officio member. A quorum shall consist of three (3) members of the Executive Committee, provided that one (1) shall be an elected Officer. The President shall be an ex-officio member of all standing Committees.  The terms of all members of the standing Committees shall be the same as for the Executive Committee unless otherwise determined by the Executive Committee.

•  Executive Committee:   This Committee shall exercise such power and authority of the Chamber in the management of the business and affairs of the Chamber, except the power to adopt, amend, or repeal the By-Laws.

•  Nominating Committee:   This Committee shall propose to the membership the names of persons to be nominated as officers of the Chamber.  It shall prepare a slate, and conduct the vote in accordance with the requirements of the By-Laws.

•  Finance Committee:   This Committee shall investigate and make recommendations with regard to the financial operations of the Chamber.  The Treasurer shall be the Chairperson of the Finance Committee.

Article V:  Amendments to the By-Laws

A. Amendments.   New By-Laws may be adopted or these By-Laws may be amended or repealed by a majority vote of its Members in good standing in attendance at a general meeting, or a special meeting called for this purpose.  Any such amendments must first be ratified by a two-thirds vote of the Executive Committee.  The process to accomplish the adoption, amendment, or repeal of a By-Law will be as follows:

1. A motion will be made at a regular meeting of the Chamber.
2. The motion will then be seconded.
3. There will be discussion on the motion.
4. The motion will then be tabled until the next meeting of the Chamber.   Notice of the proposed changes will be made to the entire Chamber membership prior to or together with notice of the next meeting.
5. At the next meeting of the Chamber, the motion will then be reread, discussed, and a vote will then be taken.
      

Article VI:  Election of Officers and Directors

A.  Annual Elections.   The annual elections shall be held during the last regularly scheduled meeting of the year.  Officers and Directors shall be elected from among those nominated in accordance with Section C of this Article, by a majority vote of those Members in good standing in attendance at the Election Meeting.  They shall take office on January 1, and each retiring officer or Director shall turn over to his/her successor in office all properties and records relating to that office by January 1.

•  Elections.   The nominated candidate receiving the greatest number of votes for each position shall be declared elected.  The officers shall hold their positions for a term of one (1) year, and terms for Directors shall be staggered such that three (3) will hold a term of one (1) year, three (3) will hold a term of two (2) years, and two (2) will hold a term of three (3) years.

C.  Nominations.   No person may be a candidate in a Chamber election who has not been nominated.  The Nominating Committee shall furnish their report to the Chamber by the August meeting.

1. The Nominating Committee shall nominate the candidate for each office vacancy, after securing the consent of each person nominated.
2. Upon receipt of the Nominating Committee's report, the Secretary shall include, with the September
   meeting notice, the list of candidates so nominated.
3. Additional nominations may be made at the October and November meetings by any member in attendance, provided that the person so nominated does not decline when his/her name is proposed, and provided further that if the proposed candidate is not in attendance at this meeting, his/her proposer shall present to the Secretary a written statement from the proposed candidate signifying his/her willingness to be a candidate.
4. Nominations cannot be made in any manner other that as provided in this section.
    

Article VII:  Chamber Year

The fiscal year of the Chamber shall begin on the first day of January, and end on the last day of
December of each calendar year.

Proposed for ratification: ___ August 18, 2005 ___ Ratified: ___ November 17, 2005 ___

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President-Debra J. Rose                                    Vice-President-Robert Anderson